ION GEOPHYSICAL CORP - FORM 8-K - EX-99.1

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EX-99.2 - EX-99.2 - ION GEOPHYSICAL CORP	h85395exv99w2.htm

Exhibit 99.1


		NEWS RELEASE

ION Reports Third Quarter 2011 Results

HOUSTON, TX — November 2, 2011 — ION Geophysical Corporation (NYSE: IO) today reported third quarter 2011 revenues of $115.7 million, compared to revenues of $121.6 million in the third quarter of 2010. Net income in the third quarter of 2011 was $8.7 million, or $0.06 per diluted share, compared to $11.9 million, or $0.08 per diluted share, in the third quarter of 2010.

Bob Peebler, ION’s Chief Executive Officer, said, “As expected, we improved our third quarter results over the first two quarters of 2011, mainly due to the strong performance of our multi-client, marine equipment and Concept software businesses. Compared to last year’s third quarter, our results were negatively impacted by reduced data processing sales in the Gulf of Mexico, quarterly lumpiness in our equipment and data library businesses, and the continued negative financial results of the INOVA joint venture.

“Our data processing business has been slow to recover from weakness following the Macondo oil spill, but we see steady improvement and sufficient pipeline activity to expect a full recovery in 2012. We also expect to grow our data processing business in Mexico, Europe, South America and the Middle East.

“Our marine group continues to deliver strong performance driven by the ongoing transition of the global towed streamer market to more complex surveys, which continues to drive sales of our market-leading Digi positioning equipment product line and of our latest software platform, Orca^®.

“We were pleased with customer reception to INOVA’s new product introduction at the industry’s major annual trade show in late September, including a new version of FireFly^®, a new version of their cabled system, and their first offering of land nodes. INOVA, BGP and ION have continued with INOVA’s aggressive R&D program, and we are confident these new products place INOVA in a much stronger position going into 2012.

“We continue to grow our new ventures programs, and we are still on a path for a 2011 capital spend of $110 to $130 million; our growing and diversified portfolio is a platform that bodes well for the future. We recently completed a scientific project for the Russian Government, where we used ION’s unique Arctic technology and know-how to survey large swatches of the Russian Arctic. This program positions us to be a major player in future Russian Arctic multi-client business. In addition, our footprint in the U.S. shale play is expanding with three new venture programs in our backlog and more on the drawing board. We believe we are gaining significant technical understanding of shale plays from a reservoir perspective and will leverage this in 2012 as we broaden our shale footprint, both in the U.S. and international markets.

“We expect further improvements in our fourth quarter results driven by revenue from our multi-client programs, strong data library sales, the expected recognition of revenue from our twelve-streamer sale to BGP and further improvement in our data processing business. The main uncertainties for the remainder of the year are the potential impact of our customers’ spending


		NEWS RELEASE

patterns due to the volatility of oil prices and the rate of recovery of our data processing business. In summary, we expect a solid fourth quarter and anticipate entering 2012 in an excellent position in all of our product and service lines.”

THIRD QUARTER 2011

Total revenues for the third quarter of 2011 decreased 5% to $115.7 million compared to $121.6 million for the same period in 2010. Systems and Software segment revenues for the third quarter of 2011 increased by 25% and 12%, respectively, compared to the prior year period, while Solutions segment revenues decreased by 16%.

Systems segment sales were $32.3 million in the third quarter of 2011 compared to $25.7 million in the same period of 2010, due to strong demand for marine positioning equipment and improved sales of sensor geophones.

Software segment sales were $10.2 million in the third quarter of 2011 compared to $9.1 million in the same period a year ago. Excluding foreign currency effects, Software segment revenues increased 8% from the prior period primarily due to demand for Orca and Gator^® software products.

Solutions segment sales were $73.2 million during the third quarter of 2011, compared to $86.7 million for the same period a year ago. In the multi-client business, data library sales increased 72% over the third quarter of 2010 to $15.2 million, driven by demand for access to multi-client data in areas such as the Arctic, East Africa and the Congo. New venture sales for the third quarter were impacted by timing, as 2010 new venture programs in the Arctic were concentrated to the third quarter. The 2011 new venture programs are expected to be spread more evenly over the third and fourth quarters. Data processing revenues, although up sequentially, decreased 20% to $22.4 million as compared to $27.9 million in the prior year period, due to the lagging effects of the Gulf of Mexico oil spill.

Consolidated gross margins were 38% during the third quarter of 2011 compared to 40% in the prior period a year ago. Gross margins in the Software segment improved 12 percentage points predominantly due to a favorable mix of software sales, which typically result in higher margins than the associated hardware sales for this segment. Gross margins in the Solutions and Systems segments decreased by six and three percentage points, respectively, with gross margins in the Solutions segment being impacted by lower data processing sales.

As a percentage of revenue, operating expenses increased slightly to 22% of sales during the third quarter of 2011 compared to 21% of sales for the prior year period. Income from operations was $18.5 million during the third quarter of 2011 compared to $23.4 million in the third quarter of 2010. Adjusted EBITDA was $40.3 million compared to $60.3 million in the third quarter of 2010. The decrease in Adjusted EBITDA was principally due to higher revenues and the associated


		NEWS RELEASE

amortization expense from new venture multi-client programs in 2010, which were concentrated to the third quarter as noted above.

The Company accounts for its 49% interest in INOVA Geophysical as an equity method investment on a one fiscal quarter-lag basis. As a result, the Company’s share of INOVA Geophysical’s second quarter 2011 financial results is included in the Company’s third quarter results. For the third quarter of 2011, the Company recognized a loss on its INOVA equity investment of approximately $4.8 million, compared to a loss of $8.0 million in the third quarter of 2010.

The Company’s effective tax rate during the third quarter was 27.9% (provision on income) compared to 18.8% (benefit on income) for the same period of 2010. The third quarter of 2010 included a benefit related to alternative minimum tax. Excluding this benefit, the Company’s effective tax rate for the third quarter of 2010 would have been 22.2% (provision on income). The increase in the Company’s effective tax rate for the third quarter of 2011 was due to changes in the distribution of earnings between U.S. and foreign jurisdictions.

Total cash and cash equivalents plus short-term investments were $71.3 million as of September 30, 2011. Additionally, the Company has no outstanding balance associated with its $100 million revolving credit facility, bringing total liquidity to $171 million.

YEAR-TO-DATE 2011

Consolidated revenues for the first nine months of 2011 increased 3% to $294.7 million compared to $285.7 million for the same period in 2010. Excluding the results of the Company’s Legacy Land Systems (INOVA) segment in 2010, revenues for the first nine months increased 9% or $25.6 million.

Systems segment revenues for the first nine months of 2011 increased $14.1 million or 20% over prior year, primarily as a result of higher revenues from towed streamer and other marine products, partially offset by weak sales of sensor geophones. Solutions and Software segment revenues for the period each increased by 6%.

Gross margin for the first nine months of 2011 was 37%, consistent with the same period of 2010 after excluding the first quarter 2010 results of the Legacy Land Systems (INOVA) segment.

Operating expenses as a percentage of revenues for the first nine months of 2011 decreased slightly to 26% compared to 27% in the prior year period after excluding the first quarter 2010 results of the Legacy Land Systems (INOVA) segment. Income from operations for the first nine months of 2011 totaled $33.4 million compared to $28.0 million in the prior period, excluding the results of the Legacy Land Systems (INOVA) segment.

The Company’s effective tax rate during the first nine months of 2011 was 27.7%, a provision on income, compared to a provision on a loss of 27.7% for 2010. The provision on a loss for 2010 was due to the transactions involved in the completion of the INOVA Geophysical joint venture.


		NEWS RELEASE

For the first nine months of 2011, the Company reported net income of $11.4 million, or $0.07 per diluted share, compared to a net loss of ($58.8) million, or ($0.42) per share, in 2010. Excluding the after-tax impact of the special items as shown in the table at the end of the third quarter 2010 press release, the Company reported net income of $1.4 million, or $0.01 per diluted share, for the first nine months of 2010. Adjusted EBITDA for the period was $96.9 million compared to $92.4 million in 2010.

OUTLOOK

Brian Hanson, President, Chief Operating Officer and Chief Financial Officer, commented, “We are pleased with the third quarter results as they came in within our expectations and we expect improved fourth-quarter results consistent with our historical pattern over the past several years.

“Our multi-client business is currently executing several new venture programs both on land and at sea. Our marine business continues to perform well and remains on track to recognize the revenue from the BGP twelve-streamer sale in the fourth quarter. And, we expect the run rate of the data processing business to be restored to pre-Macondo levels in early 2012.

“We continue to expect our investment in multi-client data libraries to achieve a full-year level in the range of $110 to $130 million, with a significant amount of this investment to be underwritten by our customers. This, combined with the normal, year-end spending patterns on data libraries, positions us well for a solid fourth quarter.”

CONFERENCE CALL

The Company has scheduled a conference call for Thursday, November 3, 2011, at 10:00 a.m. Eastern Time that will include a slide presentation. To participate in the conference call, dial 480-629-9835 at least 10 minutes before the call begins and ask for the ION conference call. Click here to access the earnings presentation slides.

A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until November 17, 2011. To access the replay, dial 303-590-3030 and use pass code 4476610#.

Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com. Also, an archive of the webcast will be available shortly after the call on the Company’s website.

ABOUT ION:

ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings are designed to allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir


		NEWS RELEASE

development, and to enable seismic contractors to acquire geophysical data safely and efficiently. Additional information about ION is available at www.iongeo.com.

CONTACTS:
R. Brian Hanson
President, Chief Operating Officer and Chief Financial Officer
+1.281.879.3672

Jack Lascar
DRG&L
+1.713.529.6600

The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include future sales and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, benefits expected to result from the INOVA Geophysical joint venture and related transactions and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with the operation of the INOVA Geophysical joint venture; risks associated with litigation; risks associated with the Company’s level and terms of indebtedness; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; risks that sources of capital may not prove adequate; the Company’s inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product lines. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Reports on Form 10-Q filed during 2011.

Tables to follow



		NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Product revenues	$	41,760		$	34,299		$	113,163		$	113,974
Service revenues		73,894			87,295			181,575			171,725

Total net revenues		115,654			121,594			294,738			285,699

Cost of products		21,568			17,354			53,831			68,421
Cost of services		50,028			55,292			132,079			117,902

Gross profit		44,058			48,948			108,828			99,376


Operating expenses:
Research, development and engineering		6,325			5,532			18,070			19,748
Marketing and sales		8,199			7,768			23,079			21,323
General and administrative		11,038			12,279			34,312			39,929

Total operating expenses		25,562			25,579			75,461			81,000

Income from operations		18,496			23,369			33,367			18,376
Interest expense, net		(1,382	)		(1,861	)		(4,184	)		(28,877	)
Loss on disposition of land division		—			—			—			(38,115	)
Fair value adjustment of warrant		—			—			—			12,788
Equity in losses of INOVA Geophysical		(4,811	)		(8,004	)		(9,844	)		(8,183	)
Other income (expense)		199			(3,229	)		(2,303	)		(811	)

Income (loss) before income taxes		12,502			10,275			17,036			(44,822	)
Income tax expense (benefit)		3,484			(1,934	)		4,716			12,400

Net income (loss)		9,018			12,209			12,320			(57,222	)
Net income attributable to noncontrolling interest		34			—			103			—

Net income (loss) attributable to ION		9,052			12,209			12,423			(57,222	)
Preferred stock dividends		338			338			1,014			1,598

Net income (loss) applicable to common shares	$	8,714		$	11,871		$	11,409		$	(58,820	)


Net income (loss) per share:
Basic	$	0.06		$	0.08		$	0.07		$	(0.42	)
Diluted	$	0.06		$	0.08		$	0.07		$	(0.42	)
Weighted average number of common shares outstanding:
Basic		155,166			152,344			154,648			141,483
Diluted		162,227			152,690			156,095			141,483



		NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)


	September 30,			December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	43,290		$	84,419
Short-term investments		28,000			—
Accounts receivable, net		87,923			77,576
Unbilled receivables		45,378			70,590
Inventories		94,240			66,882
Prepaid expenses and other current assets		13,021			13,165

Total current assets		311,852			312,632
Deferred income tax asset		13,180			8,998
Property, plant and equipment, net		22,478			20,145
Multi-client data library, net		146,781			112,620
Investment in INOVA Geophysical		86,894			95,173
Goodwill		51,576			51,333
Intangible assets, net		16,674			20,317
Other assets		10,754			3,224

Total assets	$	660,189		$	624,442


LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt	$	4,859		$	6,073
Accounts payable		29,848			30,940
Accrued expenses		56,382			59,835
Accrued multi-client data library royalties		15,523			18,667
Deferred revenue		36,917			17,851

Total current liabilities		143,529			133,366
Long-term debt, net of current maturities		98,921			102,587
Other long-term liabilities		7,429			8,042

Total liabilities		249,879			243,995

Equity:
Cumulative convertible preferred stock		27,000			27,000
Common stock		1,552			1,529
Additional paid-in capital		839,161			822,399
Accumulated deficit		(435,963	)		(448,386	)
Accumulated other comprehensive loss		(15,064	)		(15,530	)
Treasury stock		(6,565	)		(6,565	)

Total stockholders’ equity		410,121			380,447
Noncontrolling interest		189			—

Total equity		410,310			380,447

Total liabilities and equity	$	660,189		$	624,442

NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended
	September 30,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	12,320		$	(57,222	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization (other than multi-client data library)		10,649			20,439
Amortization of multi-client data library		55,166			54,358
Stock-based compensation expense		4,177			5,471
Amortization of debt discount		—			8,656
Write-off of unamortized debt issuance costs		—			10,121
Fair value adjustment of warrant		—			(12,788	)
Loss on disposition of land division		—			38,115
Equity in losses of INOVA Geophysical		9,844			8,183
Deferred income taxes		(7,254	)		9,269
Change in operating assets and liabilities:
Accounts receivable		(10,842	)		27,546
Unbilled receivables		25,212			(43,447	)
Inventories		(30,539	)		(867	)
Accounts payable, accrued expenses and accrued royalties		(1,108	)		(723	)
Deferred revenue		19,046			(428	)
Other assets and liabilities		(527	)		(11,929	)

Net cash provided by operating activities		86,144			54,754


Cash flows from investing activities:
Purchase of property, plant and equipment		(9,024	)		(7,014	)
Investment in multi-client data library		(91,594	)		(58,866	)
Purchase of short-term investments		(80,000	)		—
Proceeds from sale of short-term investments		52,000			—
Investment in a convertible note		(6,500	)		—
Proceeds from disposition of land division, net of fees paid		—			99,790
Other investing activities		50			(521	)

Net cash provided by (used in) investing activities		(135,068	)		33,389


Cash flows from financing activities:
Borrowings under revolving line of credit		—			101,000
Repayments under revolving line of credit		—			(190,429	)
Net proceeds from issuance of debt		—			105,695
Net proceeds from issuance of common stock		—			38,039
Payments on notes payable and long-term debt		(4,880	)		(143,835	)
Payment of preferred dividends		(1,014	)		(1,598	)
Contribution from noncontrolling interest		313			—
Proceeds from exercise of stock options		13,047			—
Other financing activities		352			255

Net cash provided by (used in) financing activities		7,818			(90,873	)


Effect of change in foreign currency exchange rates on cash and cash equivalents		(23	)		2,479

Net decrease in cash and cash equivalents		(41,129	)		(251	)
Cash and cash equivalents at beginning of period		84,419			16,217

Cash and cash equivalents at end of period	$	43,290		$	15,966


		NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
SUMMARY OF SEGMENT INFORMATION
(In thousands)
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net revenues:
Systems:
Towed Streamer	$	22,219		$	20,185		$	60,000		$	50,096
Ocean Bottom		—			510			509			1,821
Other		10,065			5,036			25,210			19,721

Total	$	32,284		$	25,731		$	85,719		$	71,638


Software:
Software Systems	$	9,476		$	8,567		$	27,444		$	25,824
Services		715			561			1,545			1,409

Total	$	10,191		$	9,128		$	28,989		$	27,233


Solutions:
Data Processing	$	22,416		$	27,943		$	63,349		$	79,661
New Venture		35,597			49,971			67,819			62,314
Data Library		15,166			8,821			48,862			28,342

Total	$	73,179		$	86,735		$	180,030		$	170,317


Legacy Land Systems (INOVA)	$	—		$	—		$	—		$	16,511

Total	$	115,654		$	121,594		$	294,738		$	285,699


Gross profit:
Systems	$	13,397		$	11,202		$	40,752		$	29,141
Software		8,061			6,074			20,970			18,254
Solutions		22,600			31,672			47,106			52,965
Legacy Land Systems (INOVA)		—			—			—			(984	)

Total	$	44,058		$	48,948		$	108,828		$	99,376


Gross margin:
Systems		41	%		44	%		48	%		41	%
Software		79	%		67	%		72	%		67	%
Solutions		31	%		37	%		26	%		31	%
Legacy Land Systems (INOVA)		—	%		—	%		—	%		(6	%)

Total		38	%		40	%		37	%		35	%


Income from operations:
Systems	$	6,852		$	5,693		$	21,989		$	13,833
Software		7,117			5,451			18,409			16,513
Solutions		13,897			22,556			22,751			30,669
Legacy Land Systems (INOVA)		—			—			—			(9,623	)
Corporate and other		(9,370	)		(10,331	)		(29,782	)		(33,016	)

Income from operations	$	18,496		$	23,369		$	33,367		$	18,376


		NEWS RELEASE

Reconciliation of Adjusted EBITDA to Net Income (Loss)
(Non-GAAP Measure)
(In thousands)
(Unaudited)

Adjusted EBITDA is a non-GAAP measurement that is presented as an additional indicator of operating performance and is not a substitute for net income (loss) or net income (loss) per share calculated under generally accepted accounting principles (GAAP). We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to service our debt. The calculation of Adjusted EBITDA shown below is based upon amounts derived from the Company’s financial statements prepared in conformity with GAAP.


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011		2010
Net income (loss)	$	9,018	$	12,209		$	12,320	$	(57,222	)
Interest expense, net		1,382		1,861			4,184		28,877
Income tax expense (benefit)		3,484		(1,934	)		4,716		12,400
Depreciation and amortization expense		21,591		40,173			65,815		74,797
Equity in losses of INOVA Geophysical		4,811		8,004			9,844		8,183
Loss on disposition of land division		—		—			—		38,115
Fair value adjustment of the warrant		—		—			—		(12,788	)

Adjusted EBITDA	$	40,286	$	60,313		$	96,879	$	92,362


		NEWS RELEASE

Reconciliation of Income from Operations Excluding the
Legacy Land Systems (INOVA) Segment
(Non-GAAP Measure)
(In thousands)
(Unaudited)

The financial results reflected in the Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows contained in this press release are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is our income from operations excluding our Legacy Land Systems (INOVA) segment. This segment was contributed to our joint venture (INOVA Geophysical) on March 25, 2010. Therefore, beginning on March 26, 2010, this contributed business is no longer consolidated into our results of operations. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income from operations or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the nine months ended September 30, 2010:


	Nine Months Ended
	September 30, 2010
	As		Legacy Land			As
	Reported		Systems			Adjusted
Net revenues	$	285,699	$	(16,511	)	$	269,188
Cost of sales		186,323		(17,495	)		168,828

Gross profit		99,376		984			100,360


Operating expenses:
Research, development and engineering		19,748		(4,181	)		15,567
Marketing and sales		21,323		(1,559	)		19,764
General and administrative		39,929		(2,899	)		37,030

Total operating expenses		81,000		(8,639	)		72,361

Income from operations	$	18,376	$	9,623		$	27,999

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